Spores of Bacillus subtilis var. niger were heat treated in aqueous suspension at 90 C, and observed for morphological changes and loss of viability. The 5 logs reduction that occurred in broth at 90 min required 210 min in buffered water. Five characteristic changes observed after spores were exposed 120 min at 90 C in buffered water were: (1) 90% loss of spore viability, (2) 5% stainability, (3) 76% increase in spore size (as observed by scanning electron microscopy), (4) 21% of spore areas remaining refractile, and (5) an increase of 77% in packed cell volume (PCV). Stainability and PCV changes were recognized only after secondary exposure in broth. Extended heat exposure (3 h at 90 C) resulted in 99% loss of spore viability and 99% loss of stainability. After 4 hours of heat exposure, 90% of the cells disintegrated. These results suggest that early germinal changes occurr concurrently with the early changes in the heat susceptibility of dormant spores.